VHL Central Terms of Use

IF YOU ARE UNDER 18 YEARS OF AGE, PLEASE BE SURE TO READ THIS AGREEMENT WITH YOUR PARENTS OR
GUARDIAN AND ASK QUESTIONS ABOUT THINGS YOU DO NOT UNDERSTAND.

Welcome. Please read these Terms of Use carefully before You (“You,” “Your” or “User”)
register on or use the website provided by Vista Higher Learning, Inc. ("Vista Higher
Learning") at vhlcentral.com (the
"VHL Central Site"). These Terms of Use incorporate the Privacy Policy available at
www.vhlcentral.com/privacy_policy.
By using or accessing the VHL Central Site, You represent that You (or Your parent or legal
guardian on Your behalf if You are a minor) have read, understood and agree to the Terms of
Use in their entirety, including the Privacy Policy. If You, or in the case that You are a
minor, Your parent(s) or legal guardian(s) do not agree with any part of the Terms of Use,
including the Privacy Policy, then please do not use or access the VHL Central Site. VHL does
not knowingly offer services through the VHL Central Site to anyone under the age of 13
years. If You are under 13 years of age, You should use the VHL Central Site only with the
consent or involvement of a parent or guardian. YOUR REGISTRATION ON, OR USE OF, THE VHL
CENTRAL SITE INDICATES THAT YOU ACCEPT THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS
OF USE, PLEASE DO NOT USE OR REGISTER FOR USE OF THE VHL CENTRAL SITE. These terms and
conditions apply to all users of the VHL Central Site and associated services.

IMPORTANT NOTICE: These Terms of Use contain certain Disclaimers and Limitations on
our Liability and a Binding Arbitration Clause and Class Action Waiver, which waives Your
right to sue in court or seek a jury trial for disputes relating to Your use of the VHL
Central Site. Please read these sections carefully. If You do not agree to such terms,
please do not use the VHL Central Site.

Changes to these Terms of Use. Vista Higher Learning reserves the right, in
its sole discretion, to modify these Terms of Use, in whole or in part, at any time. Changes
will be effective when notice of such change is posted to
vhlcentral.com/terms_of_use.
Your continued use of the VHL Central Site after any changes are posted will be considered
acceptance of those changes. By using the VHL Central Site, You agree that you have reviewed,
understand and accept these Terms of Use.

Use of the VHL Central Site; VHL's Proprietary Rights. Except as otherwise
provided by Vista Higher Learning, Vista Higher Learning gives You a personal, limited,
non-exclusive, revocable license to access and use the VHL Central Site and the content of
the VHL Central Site (the "Site Content") solely for Your personal, non-commercial, and
educational use. The Site Content, including, without limitation, text, images, video,
graphics, selection, coordination, arrangement and enhancements of the elements of the Site
Content, music and sound is protected by copyright, trademark and other laws. The Site
Content and the copyrights thereto, as well as any trademarks in such Site Content, are the
property of Vista Higher Learning and its suppliers and contributors. Further, Vista
Higher Learning retains all right title and interest, including all intellectual property
rights, in and to each access code (a “Product Access Code”) that grants access to the VHL
Central Site and use of products available through the VHL Central Site (vhlcentral.com).
Each Product Access Code is licensed solely for Your personal, non-commercial, and
educational use. Without limiting the foregoing, Vista Higher Learning has a license for
certain Site Content that is owned by third-party suppliers and contributors. The copyright
on this third-party content may remain with the owners thereof. Unauthorized use of the Site
Content is strictly prohibited. You may not copy, redistribute, alter, modify, publish,
transmit, adapt, translate, prepare derivative works from, decompile, reverse engineer
(except as expressly permitted by law), disassemble or in any way exploit the Site Content,
or create or attempt to create a substitute or similar service or product through use of or
access to the VHL Central Site. Solely in connection with the use of products purchased from
Vista Higher Learning, instructors may (i) download, (ii) display, and perform in the
classroom, and (iii) reproduce as-is and distribute in printed form to students, in the
classroom, certain Site Content, as identified on the VHL Central Site as materials connected
to VHL. Further, solely in connection with the use of products purchased from Vista Higher
Learning or an authorized distributor, instructors may modify certain Site Content, as
identified on the VHL Central Site as downloadable in unlocked editable electronic form, and
display or distribute, in printed form, such modified Site Content to students in the
classroom. You will not remove, obscure, or alter Vista Higher Learning's or its suppliers’
and contributors’ copyright notices, trade names, trademarks, service marks, logos, other
distinctive brand features, or other proprietary rights notices affixed to or contained
within the VHL Central Site or any Site Content. Without Vista Higher Learning's express
prior written permission, You will not frame any portion of the VHL Central Site or any of
the Site Content or link to the VHL Central Site other than to complete pages hosted as part
of the VHL Central Site. You will not distribute any of the Site Content in electronic form
without Vista Higher Learning's express prior written permission, and You will not resell,
license, assign, share or otherwise transfer any Product Access Code or Your Login
Credentials to or with any other person. You acknowledge that You do not acquire any
ownership rights by downloading or modifying Site Content or receiving or using a Product
Access Code. Any purported resale, license, assignment, or other transfer by you of a Product
Access Code shall be void and without effect. We reserve the right, for any reason, to
suspend or deny Your access to all or any portion of the VHL Central Site or use of Site
Content, including Site Content that You have modified. Further, without limiting the
foregoing, we reserve the right to deactivate or otherwise disable or suspend any Product
Access Code or Login Credentials that we have reason to believe has been resold, licensed,
assigned, shared or otherwise transferred or has been used by more than one person.

VHL Central Site Modifications. Vista Higher Learning reserves the
right at any time to modify, suspend or discontinue the VHL Central Site or any part thereof
and You agree that Vista Higher Learning shall not be liable to You or to any third party for
any such modification, suspension, or discontinuance. Without limiting the foregoing, You
acknowledge and agree that Vista Higher Learning may suspend, terminate or cancel your access
rights to the VHL Central Site, or any part thereof, with or without notice, for any or no
reason, without liability to You or any third party.

User-Submitted Content/Conduct. Portions of the VHL Central Site
(such as "chat rooms", "blogs" or "bulletin boards") may allow users to upload and/or post
content, including both academic-oriented and nonacademic-oriented content. You shall not
upload or post on the VHL Central Site any content (including without limitation, text,
images, video, graphics, music and sound) that You know to be false, misleading or inaccurate
or that is libelous, defamatory, obscene, threatening, invasive of privacy, harmful to minors
in any way, abusive, illegal or harassing, or contains expressions of hatred, bigotry,
racism, ethnic prejudice, vulgarity, profanity or is sexually explicit, lewd, obscene or
pornographic, or is otherwise objectionable, or that would constitute or encourage a criminal
offense, violate the rights of any party or violate any law or encourage or advocate any
violent act or behavior or constitute a threat to personal or public safety, or that You do
not have a right to make available under contractual or fiduciary relationship, or that is
used to make commercial solicitations. Uploading or posting any such content may result in
the immediate termination of Your access to the VHL Central Site and, if appropriate,
notification to law enforcement officials. If legal action is pursued any and all information
collected by Vista Higher Learning will be turned over to the appropriate law enforcement
officials. This means that You, and not Vista Higher Learning, are entirely responsible for
the content You transmit to the VHL Central Site.

You shall not upload to, distribute through or otherwise publish through the VHL
Central Site any content that contains viruses or any other computer code, corrupt files or
programs designed to interrupt, destroy or limit the functionality of the VHL Central Site or
disrupt any software, hardware, telecommunications, networks, servers or other equipment.
Uploading, distributing or publishing such content may result in immediate termination of
Your access to the VHL Central Site and, if appropriate, notification to law enforcement
officials. You agree not to interfere with any other user’s right to privacy, including by
harvesting and collecting personally-identifiable information or posting private
information.

Vista Higher Learning has no obligation to monitor or screen information or content
posted or submitted by You or other users for use in connection with the VHL Central Site,
and content posted by users does not necessarily reflect the views of Vista Higher Learning.
However, Vista Higher Learning shall have the right, in Vista Higher Learning's sole
discretion, to monitor and screen such information and content and refuse to post, remove or
edit any information or content submitted to Vista Higher Learning or posted on the VHL
Central Site. You agree that Vista Higher Learning has no liability or responsibility for the
storage, modification or deletion of any information or content that You or any other person
uploads or posts.

Except as expressly provided in these Terms of Use or as expressly authorized in
writing by You, You retain all rights, title and interest in and to content submitted to
Vista Higher Learning through the VHL Central Site. Notwithstanding the foregoing, by
submitting content to Vista Higher Learning or the VHL Central Site, You: (i) acknowledge and
agree that all such content is non-confidential; (ii) acknowledge and agree that all content
provided in connection with any course whether directly through Vista Higher Learning or
through Your educational institution will be made available to school officials, including
instructors, and other users with legitimate educational interests in such content; and (iii)
automatically grant to Vista Higher Learning a royalty-free, perpetual, irrevocable,
non-exclusive, worldwide right and license to use, copy, reproduce, modify, adapt, publish,
translate, perform, display, make derivative works of and distribute such content (in whole
or in part) on the VHL Central Site, any successor website or application, or other sites
owned or operated by Vista Higher Learning, or to other third-parties as authorized by Your
educational institution, including, without limitation, syntactic analysis and grading
vendors. Vista Higher Learning may delete, archive, make unavailable, modify or comment on
any content submitted by You. You permit Vista Higher Learning to publicly share Your content
and/or to identify You with the content You have posted.

You shall not upload, post or otherwise make available on the VHL Central Site any
content protected by copyright, trademark or other proprietary right without the express
permission of the owner of the copyright, trademark or other proprietary right and the burden
of determining that any content is not so protected rests with You. You shall be solely
liable for any damage resulting from any claims of infringement of copyrights or other
proprietary rights, any claims by third parties regarding Vista Higher Learning's exercise of
the foregoing license and any other harm resulting from Your submission(s) or Vista Higher
Learning's use or posting of such submission(s).

Prohibited Actions. You may not attempt to gain unauthorized access
to any portion or feature of the VHL Central Site, and Product Access Code, any other systems
or networks connected to the VHL Central Site, any Vista Higher Learning server, or any of
the Site Content or services offered on or through the VHL Central Site, by hacking, password
"mining" or any other illegitimate means. You may not probe, scan or test the vulnerability
of the VHL Central Site or any network connected to the VHL Central Site, nor breach the
security or authentication measures on the VHL Central Site or any network connected to the
VHL Central Site. You may not reverse look-up, trace or seek to trace any information on any
other user of or visitor to the VHL Central Site, including any account not owned by You, to
its source. Vista Higher Learning reserves the right to report unsuccessful code redemption
attempts or unauthorized use of the VHL Central Site and/or Site Content to appropriate
school and law enforcement authorities. You may not exploit the VHL Central Site or any Site
Content or services made available or offered by or through the VHL Central Site, in any way
where the purpose is to reveal any information, including but not limited to personal
identification or information, other than Your own information, as provided for by the VHL
Central Site. You agree that You will not take any action that intentionally imposes an
unreasonable or disproportionately large load on the infrastructure of the VHL Central Site
or Vista Higher Learning's systems or networks, or any systems or networks connected to the
VHL Central Site or to Vista Higher Learning. You agree not to use any device, software or
routine to interfere or attempt to interfere with the proper working of the VHL Central Site
or with any other person's use of the VHL Central Site or with the accuracy and reliability
of the Site Content. You may not forge headers or otherwise manipulate identifiers in order
to disguise the origin of any message or transmittal You send to Vista Higher Learning on or
through the VHL Central Site. You may not pretend that You are, or that You represent,
someone else, or impersonate any other individual or entity. You may not access the VHL
Central Site by using the login credentials of any other person without that person's
permission. You acknowledge that Your failure to abide by these Terms of Use may subject You
to civil and criminal liability.

General Practices Regarding Use. You acknowledge that we may
establish general practices and limits concerning use of the VHL Central Site. You agree to
comply with all such practices and limits.

Your Representations, Warranties and Conduct. You represent and
warrant that: (i) all of the information provided by You to Vista Higher Learning, including
with respect to Product Access Codes and Login Credentials, is accurate; (ii) You have all
necessary right, power, and authority to agree to these Terms of Use and to perform the acts
required of You hereunder; (iii) You have read and agree to abide by these Terms of Use and
the Vista Higher Learning Privacy Policy; and (iv) You will not use the VHL Central Site for
any unlawful purpose or in violation of any law or these Terms of Use or for any purpose not
expressly permitted in these Terms of Use.

Product Access Code and Login Credential Protection. You are
responsible for controlling the use and maintaining the confidentiality of all Product Access
Codes, Login Credentials and other passwords associated with the VHL Central Site in
accordance with these Terms of Use, and are fully responsible for all activities that occur
using Your Product Access Code and Login Credentials. You agree to immediately notify Vista
Higher Learning of any unauthorized use of Your Login Credentials or any other breach of
security of which You become aware.

Contests. Vista Higher Learning may conduct contests from time to
time. You agree that if you participate in any contest, You will abide by all the rules and
be subject to all terms and conditions of such contest, in addition to these Terms of Use.

Indemnity. You agree to indemnify, defend (at Vista Higher Learning’s
option) and hold Vista Higher Learning and its affiliates, officers, directors,
representatives, agents, partners, employees and third party content suppliers and
contributors (collectively, “Indemnified Person(s)”) harmless from and against any and all
claims, liabilities, losses, and expenses (including damage awards, settlement amounts, and
reasonable legal fees), brought against any Indemnified Person, arising out of or related to
Your content and materials, Your use of the VHL Central Site other than as expressly
permitted under these Terms of Use, Your violation of these Terms of Use or Your violation of
any third party's rights including such party's copyrights and trademarks. Any such
indemnification shall be conditioned on the Indemnified Party: (a) notifying You in writing
of any such claim, liability, loss, expense or threat thereof; (b) cooperating with You in
the defense or settlement thereof; and (c) allowing You to control such defense or
settlement. The Indemnified Party shall be entitled to participate in such defense at its own
cost and expense.

Disclaimer of Warranties. The VHL Central Site and related
applications, materials and services are provided to You "AS IS" without warranty of any
kind. VISTA HIGHER LEARNING HEREBY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL
WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES PERTAINING TO
NONINFRINGEMENT, AVAILABILITY OF THE VHL CENTRAL SITE, LACK OF VIRUSES, WORMS, TROJAN HORSES,
OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES, ACCURACY, COMPLETENESS,
RELIABILITY, TIMELINESS, CURRENCY, OR USEFULNESS OF ANY INFORMATION OR SITE CONTENT.

Assumption of Risks. Use of the VHL Central Site is at Your sole
risk. You assume all risks that the VHL Central Site, applications, and related information
are suitable for Your needs. Use of any applications obtained through the VHL Central Site is
at Your own discretion and risk and You are solely responsible for any damage to Your
computer or loss of data. You agree that neither Vista Higher Learning nor any Indemnified
Person shall be responsible for any loss or damage of any sort relating to Your use of the
VHL Central Site.

Disclaimer of Damages; Limitation of Liability. YOU AGREE THAT
NEITHER VISTA HIGHER LEARNING NOR ANY OTHER INDEMNIFIED PERSON WILL BE LIABLE TO YOU OR ANY
OTHER PERSON FOR DAMAGES OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR USE
OF THE VHL CENTRAL SITE OR ANY CONTENT OR SERVICES ON OR THROUGH THE VHL CENTRAL SITE,
INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL
LOSS OR DAMAGES, OR ANY LOSS OF INCOME, PROFITS, GOODWILL, DATA, CONTRACTS, USE OF MONEY, OR
LOSS OR DAMAGES ARISING FROM OR CONNECTED IN ANY WAY TO BUSINESS INTERRUPTION, DAMAGES CAUSED
BY YOUR RELIANCE ON THE ACCURACY, COMPLETENESS OR TIMELINESS OF SITE CONTENT OR OTHER
INFORMATION PROVIDED OR YOUR PROVISION OF INFORMATION TO THE VHL CENTRAL SITE, EXCEPT THAT
THE FOREGOING SHALL NOT PRECLUDE RECOVERY OF DAMAGES FOR PERSONAL INJURY, LOSS OR DAMAGE TO
PERSONAL PROPERTY, OR UNAUTHORIZED USE OR DISCLOSURE OF PERSONALLY IDENTIFIABLE INFORMATION
CAUSED BY THE INDEMNIFIED PERSONS’ NEGLIGENCE, GROSS NEGLIGENCE, RECKLESSNESS, FRAUD OR OTHER
WILLFUL, UNCONSCIONABLE OR INTENTIONAL MISCONDUCT. NOTHING HEREIN SHALL BE CONSTRUED TO LIMIT
THE CLEARLY ESTABLISHED LEGAL RIGHT OF A CONSUMER TO RECOVER ATTORNEYS’ FEES OR OTHER
REMEDIES AFFORDED BY STATUTE OR OTHER LAW.

The foregoing Indemnity, Disclaimer of Warranties, Assumption of Risk and Disclaimer
of Damages/Limitation of Liability provisions shall apply to the fullest extent permitted by
law.

Links to Third Party Websites. Vista Higher Learning may, as a
convenience, provide links to third party websites. The inclusion of the link does not imply
that Vista Higher Learning endorses or has any control over those third party sites. Vista
Higher Learning is not responsible for any content on any linked site. If You access a third
party site from the VHL Central Site, You do so at Your own risk.

Copyright Agent. If You believe that Your copyrighted work is
accessible on the VHL Central Site in a way that constitutes copyright infringement, please
provide the following information to the agent identified below: (i) a physical or electronic
signature of a person authorized to act on behalf of the owner of an exclusive right that is
allegedly infringed; (ii) identification of the copyrighted work claimed to have been
infringed, or, if multiple copyrighted works at a single online site are covered by a single
notification, a representative list of such works at that site; (iii) identification of the
material that is claimed to be infringing or to be the subject of infringing activity and
that is to be removed or access to which is to be disabled, and information reasonably
sufficient to permit Vista Higher Learning to locate the material; (iv) information
reasonably sufficient to permit Vista Higher Learning to contact the complaining party, such
as an address, telephone number, and, if available, an electronic mail address at which the
complaining party may be contacted; (v) a statement that the complaining party has a good
faith belief that use of the material in the manner complained of is not authorized by the
copyright owner, its agent, or the law; and (vi) A statement that the information in the
notification is accurate, and under penalty of perjury, that the complaining party is
authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

THE FOLLOWING TERMS TO WHICH YOU ARE CONSENTING CONSIST OF A BINDING
ARBITRATION PROVISION AND A CLASS-ACTION AND JURY TRIAL WAIVER.

To the fullest extent permitted by law, by using the VHL Central Site, You
agree that if a dispute arises between You and one or more of the Indemnified Parties
relating in any way to the VHL Central Site or Your use thereof, including common law or
statutory claims, BOTH YOU AND THE INDEMNIFIED PARTIES SHALL SUBMIT TO BINDING ARBITRATION
BEFORE THE AMERICAN ARBITRATION ASSOCIATION. ANY ARBITRATION COMMENCED BETWEEN YOU AND THE
INDEMNIFIED PARTIES MUST BE ARBITRATED IN BOSTON, MASSACHUSETTS. ARBITRATION MUST BE ON AN
INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR THE INDEMNIFIED PARTIES MAY JOIN CLAIMS IN
ARBITRATION WITH OR AGAINST OTHER USERS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A
REPRESENTATIVE OR MEMBER OF A CLASS. YOU UNDERSTAND THAT BY AGREEING TO ARBITRATION YOU ARE
WAIVING CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE IN COURT, THE RIGHT TO HAVE THE
DISPUTE DECIDED BY A JUDGE OR JURY, AND THE RIGHT TO BRING, OR BE PART OF, A CLASS ACTION
CASE. The foregoing shall not apply to suits to enjoin infringement or other misuse of
intellectual property rights, and You or the Indemnified Parties may bring suit in court to
enjoin infringement or other misuse of intellectual property rights. Any such suit shall be
adjudicated by a state or federal court located in Boston, Massachusetts, and You hereby
consent to jurisdiction in such courts for such suits.

Governing Law. These Terms of Use shall be governed by and construed
in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to
conflicts of law rules.

Entire Agreement; Binding Effect. These Terms of Use constitute the
entire agreement between You and Vista Higher Learning relating to the subject matter hereof
and supersede all prior oral and written understandings. These Terms of Use shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors and permitted assigns.

Waiver. No waiver of any provision of these Terms of Use or any
breach hereunder shall be deemed a waiver of any other provision or subsequent breach, nor
shall any such waiver constitute a continuing waiver.

Severability. If any part of these Terms of Use, or the application
thereof to any person or circumstance, is for any reason held invalid or unenforceable, it
shall be deemed severable and the validity of the remainder of these Terms of Use or the
applications of such provision to other persons or circumstances shall not be affected
thereby.